Exhibit 10.14
**GENERAL RELEASE IN FULL AND**
**SETTLEMENT AGREEMENT**
**DEBORAH L. MCCLENAHAN**
**INTRODUCTION**
**1.** **In consideration of the mutual promises herein and other valuableconsideration, the receipt and sufficiency of which is herebyacknowledged, this General Release in Full and Settlement Agreement(hereinafter “Agreement”) is made and entered into by and between DeborahL. McClenahan (hereinafter referred to as “Employee”), and ContinentalCasualty Company and any parent, subsidiary and affiliate and any of theirpresent, former and future employees, agents, officers, directors,successors and assigns (hereinafter collectively referred to as“Company”).** **2.** **The Company and Employee now desire to effect a full and final settlementof all matters arising out of or relating in any way to their employmentrelationship and the termination of that employment relationship withoutthe concession of any liability or fault of any kind or nature on the partof either party.** **3.** **It is agreed and understood that the Company and Employee deny theexistence of any liability of one to the other and that the instantAgreement is intended solely to accomplish a settlement and is not to beconstrued as an admission of fault or liability of any kind or nature onthe part of either party.**
**TERMINATION PROVISIONS**
**4.** **It is agreed and understood that Employee’s employment with the Companywill end on December 30, 2003. It is further agreed and understood thatwithin twenty (20) days after the Company receives this executed agreementor within 20 days after the Employee’s termination date from the Company,whichever occurs later, pursuant to the terms of the Executive SeveranceAgreement between the Company and Employee dated June 12, 2003 (the“Severance Agreement”), the Company will pay to the Employee thefollowing: (a) $475,000.08, which is equal to one (1) times Employee’sBase Salary in effect at the time of the Covered Termination, (both termsas defined in Section 1 of the Severance Agreement), payable in 12 equalmonthly installments; (b) $475,000.08, which is an amount equal to one (1)times the annual target bonus as in effect at the time of the CoveredTermination, payable in 12 equal monthly installments; (c) considerationfor and payments, if any, under the CNA Annual Incentive Bonus Plan for2003 will be made in accordance with Company policy; (d) Employee’stermination shall be treated as a termination through retirement,**
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  **and the Employee shall receive $475,676.00, which represents the final awardcalculation and payment under the terms of the CNA Re Deferred ProfitSharing Plan; (e) if applicable, any unpaid base salary prorated to the dateof Employee’s termination and any previous year’s earned, but unpaid annualbonus. If, however, Employee has received overpayment by the Company(including, but not limited to wages) Employee agrees that the amount of theoverpayment will be deducted from the amounts otherwise payable under thisParagraph 4. Further, Employee understands that all corporate charge cardbalances must be paid in full. Employee agrees that Company may withholdany delinquent charge card balances from amounts paid under this Agreementuntil all balances due the corporate charge card company have been paid.All payments to Employee under this Paragraph will have deductions forapplicable Federal, State and local withholding deductions.** **5.** **Unless she has already done so, Employee agrees to immediately resign herposition as President and Chief Executive Officer, CNA Re Operations, CNAInsurance Companies as well as all positions as an officer or director(including, without limitation, any position as a member of any board ofdirectors) held with any entity related to or affiliated with CNAFinancial Corporation.** **6.** **The Company shall provide Employee continued coverage under the Company’sEmployee Health Plan (or HMO) including dental and vision coverage, AD&D,Contributory Life and Dependent life at the employee rate for one yearfollowing Employee’s Covered Termination, if Employee was enrolled in anyof the aforementioned plans, if Employee should elect to receive suchcontinued coverage, and if Employee makes timely payment of theemployee-rate contribution premiums for each of the coverages Employeeselects. Employee acknowledges that COBRA eligibility runs concurrentlywith the continued benefits provided by the Company.** **7.** **Employee acknowledges and agrees that if Employee accepts any job atCompany or any of its affiliates or subsidiaries or provides services inany capacity, directly or indirectly to Company or any of its affiliatesor subsidiaries within the severance period identified in paragraph 4,Employee will be required to pay back to Company that portion of theamount of severance pay previously paid to Employee that constitutedpayment for any period of time that follows Employee’s return to work. Ifseverance has not yet been paid to Employee, none shall be paid or due asa result of Employee’s termination.** **8.** **Employee acknowledges and agrees that certain of the payments andbenefits being provided to Employee pursuant to this Agreement are notnormally provided to terminated employees, and that receipt of saidpayments and benefits constitutes good and valuable consideration for theobligations imposed on Employee by this Agreement.**
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**RELEASE PROVISIONS**
**9.** **Employee, on Employee’s behalf, and on behalf of Employee’s heirs, legalrepresentatives, successors and assigns, hereby releases and foreverdischarges the Company including any parent, subsidiary and affiliate andany of their present, former or future employees, agents, officers,directors, successors and assigns (hereinafter referred to as the“Released Parties”), to the fullest extent provided by law, from any andall past, present and future matters, claims, grievances, actions,demands, causes of action, accounts, obligations or liabilities arisingout of or relating to Employee’s employment or the termination thereof, ofevery nature and kind whatsoever in law or in equity that Employee nowhas, ever had, or may ever have from the beginning of time, whether nowknown or unknown, against the Company or the Released Parties or both,including, but not limited to, any right to salary, bonus, incentivebonus, severance pay or additional compensation, other than thosespecified in the instant Agreement.** **10.** **Employee, on Employee’s behalf and on behalf of Employee’s heirs, legalrepresentatives and assigns, covenants (a) not to file any cause ofaction, claim, counterclaim or cross claim with any federal, state, orlocal court, tribunal or judicial branch against the Company or theReleased Parties or both, arising from or in connection with any claim orcause of action that accrued during Employee’s employment with theCompany, (b) except as otherwise provided in Paragraph 11 below, not tofile a claim with any local, state or federal governmental agency,department or commission alleging the Company or the Released Parties orboth, as a respondent, defendant or participant, and (c) not to accept anyrelief that might be awarded to Employee by any such local, state orfederal governmental agency, department or commission, or any federal,state, or local court, tribunal or judicial branch and (d) not to sue theCompany or the Released Parties or both, pursuant to any provision of theUnited States Code, or any local or state law with respect to any and allmatters, claims, grievances, actions, demands, causes of action, accounts,obligations or liabilities released and discharged pursuant to the termsof this Agreement.** **11.** **Under this Agreement, Employee is releasing any and all claims arisingunder any federal, state or local laws, including but not limited to thosefor race, sex, age, disability or any other type of discrimination underTitle VII of the Civil Rights Act of 1964, the Age Discrimination inEmployment Act of 1967 the Americans with Disabilities Act, the FamilyMedical Leave Act or any other statutes or common laws governing orrelating to the employment relationship or termination thereof. Nothingin this General Release prohibits Employee from filing a charge with theEEOC or participating in any EEOC investigation while accepting theseverance pay and other benefits provided herein; however, as set forth in10 (c) above, Employee agrees not to accept any relief that might beawarded to Employee. If any such relief is nonetheless awarded, Employee**
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  **acknowledges that Employer may be entitled to recoup an amount equal to theseverance pay from any monetary relief awarded to Employee in anyproceeding.** **12.** **Employee agrees that if Employee files any claims or suits in violationof this Agreement, this Agreement shall constitute a bar and completedefense to said claims or suits. Employee further understands and agreesthat in the event any suit or claim is filed in violation of thisAgreement, Employee shall be required to return the additional pay andbenefits received under this Agreement and shall pay all costs andexpenses of defense incurred by Company, including but not limited to,reasonable attorney’s fees, incurred by the Company in obtaining adismissal thereof or otherwise in enforcing this Agreement.** **13.** **Nothing in this Agreement will affect any future claims or causes ofaction which may arise after the date this Agreement is signed, nor willit affect any insurance claims or workers compensation claims filed priorto the date of this Agreement. This Agreement will not affect Employee’srights to retirement benefits to which Employee may be entitled. Further,this Agreement will not affect any state unemployment compensationbenefits Employee may be entitled to as a result of the ending ofEmployee’s employment with the Company.** **14.** **Employee represents and warrants that Employee is the sole owner of theactual or alleged claims, actions, demands, causes of action, accounts andother matters released herein; that the same have not been assigned,transferred or disposed of in fact, by operation of law or in any mannerwhatsoever; and that Employee has the full right and power to grant,execute and deliver the releases, undertakings and agreements hereincontained.** **15.** **Employee acknowledges and agrees that this Agreement and the SeveranceAgreement constitute the entire agreement and understanding betweenEmployee and the Company. Except as otherwise modified by the terms ofthis Agreement, the parties agree that the terms of the SeveranceAgreement remain in full force and effect. Employee further acknowledgesand agrees that in executing this Agreement, Employee has not relied onany promises or representations other than those set forth in thisAgreement. For these reasons, it is important that Employee reads thiscarefully before signing it. The Company advises Employee to consult withan attorney of Employee’s choice before signing.**
**CONFIDENTIALITY, SOLICITATION AND NON-INTERFERENCE**
**16.** **The provisions in this Agreement with regard to Confidentiality shall becumulative to those of any agreement regarding confidentiality which weresigned or may be signed by the Employee. If Employee has not already doneso,**
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  **Employee agrees to be bound by the Company’s Confidentiality, ComputerResponsibility and Professional Certification Agreement incorporated byreference herein. In addition, Employee shall not reveal or utilizeinformation, knowledge or data which is confidential as defined in thisAgreement and learned during the course of or as a result of Employee’semployment with the Company which relates to: (a) the Company and/or anyother business entity in which the Company during the course of theEmployee’s employment has directly or indirectly held a greater than 10%equity interest whether voting or non-voting; or (b) the Company’scustomers, employees, agents, brokers and vendors. The Employeeacknowledges that all such confidential information is commercially valuableand is the property of the Company. Upon the termination of Employee’semployment, Employee shall return all confidential information to theCompany, whether it exists in written, electronic, computerized or otherform.** **17.** **For purposes of this Agreement, “confidential information” includes allinformation, knowledge or data (whether or not a trade secret or protectedby laws pertaining to intellectual property) not generally known outsidethe Company (unless as a result of a breach of any of the obligationsimposed by this Agreement) concerning the business and technicalinformation of the Company or other entities as described above. Suchinformation may without limitation include information relating to data,finances, marketing, pricing, profit margins, underwriting, claims, losscontrol, marketing and business plans, renewals, software, processing,vendors, administrators, customers or prospective customers, products,brokers, agents and employees.** **18.** **Employee agrees that while Employee is employed by the Company, and for aperiod of 12 months following Employee’s termination of employment withthe Company for any reason, Employee will not employ, offer to employ,engage as a consultant, or form an association with any person who is thenan employee of the Company or any Subsidiary or Affiliate of the Company,nor will Employee assist any other person in soliciting for employment orconsultation any person who is then an employee of the Company or anySubsidiary or Affiliate of the Company. The restrictions contained inthis Paragraph shall not apply to the following: (a) any employee of theCompany for whom either the Company’s Chief Executive Officer or theExecutive Vice President of HR and Corporate Services provides a waiver ofthis Paragraph 18 in writing; or (b) any employee of CNA Re who has beengiven notice of termination of employment by the Company.** **19.** **Employee agrees that while Employee is employed by the Company, and for aperiod of 12 months following Employee’s termination of employment withthe Company for any reason, Employee will not disturb or attempt todisturb any business relationship or agreement between either the Companyor an Affiliate**
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  **and any other person or entity including but not limited to customers,agents, suppliers, vendors, contractors, employees and business partners.**
**ASSISTANCE WITH CLAIMS**
**20.** **Employee agrees that, while Employee is employed by Company, and for areasonable period (not less than 24 months from the date of termination)thereafter, Employee will be available, on a reasonable basis, to assistthe Company and its subsidiaries and affiliates in the prosecution ordefense of any claims, suits, litigation, arbitrations, investigations orother proceedings, whether pending or threatened (“Claims”) that may bemade or threatened by or against the Company or any of its subsidiaries oraffiliates. Employee agrees, unless precluded by law, to promptly informthe Company if Employee is requested (i) to testify or otherwise becomeinvolved in connection with any Claim against the Company or anysubsidiary or affiliate or (ii) to assist or participate in anyinvestigation (whether governmental or private) of the Company or anysubsidiary or affiliate or any of their actions, whether or not a lawsuithas been filed against the Company or any of its subsidiaries oraffiliates relating thereto. If Employee is required to assist theCompany under this Paragraph 20, the Company agrees to provide reasonablecompensation to the Employee at an hourly rate computed by dividingEmployee’s base salary as of her termination by 2080 hours for suchassistance. The Company shall also reimburse Employee or cause theEmployee to be reimbursed for any out-of-pocket expenses reasonablyincurred by the Employee in complying with this section.**
**ENFORCEMENT, PRIVACY, MODIFICATION AND CONSTRUCTION**
**21.** **Employee acknowledges that the Company’s customer, employee and businessrelationships are long-standing, indeed, near permanent and therefore areof great value to the Company. The Employee agrees that neither any ofthe provisions in this Agreement nor the Company’s enforcement of italters or will alter Employee’s ability to earn a livelihood for Employeeand for Employee’s family and further that both are reasonably necessaryto protect the Company’s legitimate business and property interests andrelationships, especially those which Employee was responsible fordeveloping or maintaining. Employee agrees that Employee’s actual orthreatened breach of the covenants set forth in this Agreement would causethe Company irreparable harm and the Company is entitled to an injunction,in addition to whatever other remedies may be available, to restrain suchactual or threatened breach. Employee agrees that if bond is required inorder for the Company to obtain such relief, it need only be in a nominalamount and that Employee shall reimburse the Company for all**
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  **costs of any such suit, including the Company’s reasonable attorneys’ fees.Employee consents to the filing of any such suit against Employee in thestate or federal courts located in Illinois or any state in which Employeeresides. Employee further agrees that in the event of such suit or anyother action arising out of or relating to this Agreement, the parties shallbe bound by and the court shall apply the internal laws of the State ofIllinois and irrespective of rules regarding choice of law or conflicts oflaws.** **22.** **Except as otherwise required by law, the Company and Employee agree thatthe existence of, and the terms of, this Agreement shall be confidential,and that the Company and Employee will not disclose any informationconcerning the existence of, or the terms of, this Agreement to anyone,including but not limited to past, present and future employees of theCompany, provided, however, that Employee shall be permitted to disclosethe existence and terms of this Agreement to Employee’s own attorney,financial advisor, Employee’s immediate family and AON Corporation.** **23.** **Employee and the Company agree that this Agreement may not be modified inany way except in a written agreement signed by both Employee and anauthorized representative of the Company.** **24.** **Should any provision of this Agreement be declared or determined to beinvalid by any court, agency, department or commission, then at the optionof the Company, the validity of the remaining parts shall not be affectedthereby and the invalid part shall be deemed not to be a part of thisAgreement.** **25.** **Employee will have up to twenty-one days after receiving this Agreementto sign it. Employee will also have seven days after the date it issigned to change Employee’s mind and revoke this decision. If Employee’smind does change and Employee wants to revoke the decision, Employee mustgive written notice to Robert Keith at CNA Plaza, 333 S. Wabash, 31stFloor, Chicago, IL 60685 so that it is received no later than the eighthday after the date it is signed by the Employee.**
**IN WITNESS WHEREOF, Employee and the Company after carefully reading theprovisions of this Agreement, declare that they understand such provisions andwillingly accept and agree thereto by executing this Agreement.**   **/s/ Deborah L. McClenahan** **12/15/03**   **Deborah L. McClenahan** **Date**   **/s/Thomas Ponterelli** **12/15/03**   **for Continental Casualty Company** **Date**
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